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Form 6-K Gafisa S.A. For: Dec 31

December 1, 2014 5:19 PM EST

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2014

(Commission File No. 001-33356),

Gafisa S.A.
(Translation of Registrant's name into English)


Av. Na��es Unidas No. 8501, 19th floor
S�o Paulo, SP, 05425-070
Federative Republic of Brazil
(Address of principal executive office)



Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

Form 20-F ___X___ Form 40-F ______



Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)


Yes ______ No ___X___

Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ______ No ___X___

Indicate by check mark whether by furnishing the information contained in this Form,
the Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ______ No ___X___

If Yes is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): N/A


GAFISA S.A.

CNPJ/MF No. 01.545.826/0001-07

NIRE 35.300.147.952

Publicly-Held Company

Minutes of the Meeting of the Board of Directors held on December 1st, 2014

1. Date, Time and Venue: On December 1st, 2014, at 2 p.m., at the Companys headquarter, located at Avenida das Na��es Unidas 8,501, 19th floor, Pinheiros, in the City of S�o Paulo, State of S�o Paulo.

2. Call Notice and Attendance: Call notice waived, due to the attendance of the totality of the members of the Companys Board of Director, therefore, the instatement and approval quora were verified.

3. Presiding Board: Chairman: Odair Garcia Senra. Secretary: Murilo Tagliari Rocha e Silva.

4. Resolutions: The following resolutions were unanimously approved, without reservations, by all the directors in attendance:

4.1. To determine, pursuant to the approval of the Annual General Meeting of Shareholders of the Company held on April 25, 2014 (AGM), the payment, on December 11th, 2014, of the mandatory dividend declared on the AGM related to the fiscal year ended December 31st, 2013, on the total amount of R$32,919,915.4569895, based on the shareholding position of (i) April 25, 2014, for shareholders holding shares traded on BM&F Bovespa S.A. (after floor is closed); and (ii) April 30, 2014 for shareholders holding ADRs traded on the NYSE. In virtue of the ongoing Share Repurchase Program and distribution of treasury shares regarding the exercise of stock options, the amount of dividends per share will be of R$0.081668296907, treasury shares excluded, instead of R$0.082486835998, as disposed in the minutes of the AGM.

4.2. Shareholders on the dates mentioned above, entitled to receive dividends and having a credit option registered with Ita� Unibanco S.A., Financial Institution Depositary of the Companys shares, will have their dividends automatically credited on December 11th, 2014. Shareholders having no credit option registered with Ita� Unibanco S.A. shall, as of the date hereof, look for a branch of Ita� Unibanco S.A. to update their data (referred update being a requirement for the receipt of dividends), and the payment shall occur, on or after December 11th, 2014, within at least three business days from the date the record was updated. Dividends owed to the participant shareholders of the fiduciary custody services of BM&F Bovespa S.A. - Bolsa de Valores, Mercadorias e Futuros shall be credited on December 11th, 2014, pursuant to the data records kept by such institution.

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5. Closing: With no further matters to be discussed, these minutes were read, approved and signed by those attending the meeting. Signatures: Odair Garcia Senra (Chairman), Renata de Carvalho Fidale (Secretary). Directors: Odair Garcia Senra, Cl�udio Jos� Carvalho de Andrade, Francisco Vidal Luna, Guilherme Affonso Ferreira, Jos� �cio Pereira da Costa J�nior, Maur�cio Marcellini Pereira and Rodolpho Amboss.

I hereby certify that this is a true copy of the minutes drawn up in the appropriate corporate book.

Murilo Tagliari Rocha e Silva

Secretary

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date:�December 1, 2014
Gafisa S.A.
By:
/s/ Sandro Gamba

Name:�� Sandro Gamba
Title:�����Chief�Executive Officer



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